As filed with the Securities and Exchange Commission on November 4, 2025

 

 

 

1933 Act Registration No. 333-286765

 

United States

Securities and Exchange Commission

Washington, D.C. 20549

 

Form N-14

 

Registration Statement Under the Securities Act of 1933

Pre-Effective Amendment No. 

Post-Effective Amendment No. 1

 

Bitwise Funds Trust

250 Montgomery Street, Suite 200

San Francisco, California 94104
(415) 707-3663

 

Delaware Trust Company

251 Little Falls Drive
Wilmington, New Castle County, Delaware 19808

(Name and Address of Agent for Service)

 

Copy to:

 

Richard J. Coyle, Esq.
Kelly Carr, Esq.
Chapman and Cutler LLP
320 South Canal Street
Chicago, Illinois 60606

 

Hunter Horsley
Bitwise Asset Management, Inc.
250 Montgomery Street, Suite 200
San Francisco, California 94104

 

Approximate Date of Proposed Public Offering: It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”).

 

EXPLANATORY NOTE

 

Parts A and B to the N-14 Registration Statement are unchanged from the Combined Proxy Statement and Prospectus filed on June 12, 2025 pursuant to Rule 497 under the Securities Act of 1933, as amended.

 

No filing fee is required because an indefinite number of common shares of beneficial interest of Bitwise Funds Trust have previously been registered pursuant to Rule 24f-2 under the Investment Company Act of 1940.

 

This Post-Effective Amendment No. 1 to the N-14 Registration Statement is being filed solely to file a tax opinion of Chapman and Cutler LLP, counsel for the Registrant, as Exhibit 12 to the N-14 Registration Statement. The tax opinion relates to the reorganization of Bitwise Crypto Industry Innovators ETF, a series of the Exchange Traded Concepts Trust into a newly created series of the Bitwise Funds Trust also called the Bitwise Crypto Industry Innovators ETF.

 

 

 

 

Part C – Other Information

 

Item 15.Indemnification

 

Under the terms of the Delaware Statutory Trust Act (“DSTA”) and the Registrant's Agreement and Declaration of Trust (“Declaration of Trust”), no officer or trustee of the Registrant shall have any liability to the Registrant, its shareholders, or any other party for damages, except to the extent such limitation of liability is precluded by Delaware law, the Declaration of Trust or the By-Laws of the Registrant. Article VII, Section 2 of the Declaration of Trust sets forth the following with regard to indemnification of the Trust’s “Agents” which includes any Person who is or was a Trustee, officer, employee or other agent of the Trust or is or was serving at the request of the Trust as a trustee, director, officer, employee or other agent of another foreign or domestic corporation, partnership, joint venture, trust or other enterprise.

 

(a)       Indemnification by Trust. The Trust shall indemnify, out of Trust Property, to the fullest extent permitted under applicable law, any Person who was or is a party or is threatened to be made a party to any Proceeding by reason of the fact that such Person is or was an Agent of the Trust, against Expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such Proceeding if such Person acted in good faith or in the case of a criminal proceeding, had no reasonable cause to believe the conduct of such Person was unlawful. The termination of any Proceeding by judgment, order, settlement, conviction or plea of nolo contendere or its equivalent shall not of itself create a presumption that the Person did not act in good faith or that the Person had reasonable cause to believe that the Person’s conduct was unlawful.

 

Subject to the standards and restrictions set forth in the Declaration of Trust, DSTA, Section 3817, permits a statutory trust to indemnify and hold harmless any trustee, beneficial owner or other person from and against any and all claims and demands whatsoever. DSTA, Section 3803 protects trustees, officers, managers and other employees, when acting in such capacity, from liability to any person other than the Registrant or beneficial owner for any act, omission or obligation of the Registrant or any trustee thereof, except as otherwise provided in the Declaration of Trust.

 

Pursuant to Rule 484 under the Securities Act of 1933, as amended, (the “1933 Act”), the Registrant furnishes the following undertaking: “Insofar as indemnification for liability arising under the 1933 Act may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that, in the opinion of the SEC such indemnification is against public policy as expressed in the 1933 Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the 1933 Act and will be governed by the final adjudication of such issue.

 

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Item 16.Exhibits

 

1)Agreement and Declaration of Trust of the Registrant (1)

 

2)By-Laws of the Registrant (1)

 

3)Not applicable

 

4)Form of Agreement and Plan of Reorganization is included in Exhibit A to the Combined Proxy Statement and Prospectus

 

5)Reference is made to the Registrant’s Agreement and Declaration of Trust and By-Laws, which have been incorporated herein by reference in Exhibits (1) and (2), respectively, of this Registration Statement

 

6)(a) Investment Management Agreement between the Registrant and Bitwise Investment Manager, LLC (1)

 

(b)Amended Schedule A to the Investment Management Agreement between the Registrant and Bitwise Investment Manager, LLC (4)

 

(c)Investment Sub-Advisory Agreement between the Registrant, Bitwise Investment Manager, LLC and Exchange Traded Concepts, LLC (4)

 

7)(a) Distribution Agreement between the Registrant and Foreside Fund Services, LLC (1)

 

(b)Amended Exhibit A to the Distribution Agreement between the Registrant and Foreside Fund Services, LLC (4)

 

8)Not applicable

 

9)(a) Custody Agreement between the Registrant and The Bank of New York Mellon (1)

 

(b)Amended Appendix I to the Custody Agreement between the Registrant and The Bank of New York Mellon (4)

 

10)Not applicable

 

11)Opinion and Consent of Chapman and Cutler LLP regarding the validity of the shares issued by the Registrant (3)

 

12)Tax Opinion and Consent of Chapman and Cutler LLP (5)

 

13)(a) Fund Administration and Accounting Agreement between the Registrant and the Bank of New York Mellon (1)

 

(b)Amended Exhibit A to the Fund Administration and Accounting Agreement between the Registrant and the Bank of New York Mellon (4)

 

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(c)Transfer Agency Servicing Agreement between the Registrant and The Bank of New York Mellon (1)

 

(d)Amended Appendix A to the Transfer Agency Servicing Agreement between the Registrant and The Bank of New York Mellon (4)

 

(e)Form of Authorized Participant Agreement (1)

 

(f)Subscription Agreement (1)

 

14)Consent of Independent Registered Public Accounting Firm (4)

 

15)Not applicable

 

16)Powers of Attorney (3)

 

17)(a) Code of Ethics of Registrant (2)

 

(b)Code of Ethics of Bitwise Investment Manager, LLC (1)

 

(c)Code of Ethics of Exchange Traded Concepts, LLC (4)

 

(d)Form of Proxy Card (3)

 

18)Not applicable

 

 

 

(1)Previously filed with the Registrant’s Registration Statement on Form N-1A (File No. 333-264900/File No. 221273523) filed on September 28, 2022.

 

(2)Previously filed with the Registrant’s Registration Statement on Form N-1A (File No. 333-264900/File No. 231292171) filed on September 29, 2023.

 

(3)Previously filed with the Registrant’s Registration Statement on Form N-14 (File No. 333-286765/File No. 25874509) filed on April 25, 2025.

 

(4)Previously filed with the Registrant’s Registration Statement on Form N-14 (File No. 333-286765/File No. 25874509) filed on June 10, 2025.

 

(5)Filed herewith.

 

Item 17.Undertakings

 

(1)The Registrant agrees that prior to any public reoffering of the securities registered through the use of a prospectus which is a part of this Registration Statement by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c) of the Securities Act, the reoffering prospectus will contain the information called for by the applicable registration form for reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.

 

(2)The Registrant agrees that every prospectus that is filed under paragraph (1) above will be filed as a part of an amendment to the Registration Statement and will not be used until the amendment is effective, and that, in determining any liability under the Securities Act, each post-effective amendment shall be deemed to be a new registration statement for the securities offered therein, and the offering of the securities at that time shall be deemed to be the initial bona fide offering of them.

 

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Signatures

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized in the City of San Francisco, and State of California on the 4th day of November, 2025.

 

  Bitwise Funds Trust
   
  By: /s/ Paul Fusaro
    Paul Fusaro, President and Chairman

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature   Capacity   Date
       
/s/ Paul Fusaro   President, Trustee, Chairman   November 4, 2025
Paul Fusaro   (Principal Executive Officer)    
       
Jim Gallo*   Treasurer   November 4, 2025
Jim Gallo   (Principal Financial Officer and Principal Accounting Officer)    
         
Jena Watson*   Trustee   November 4, 2025
Jena Watson        
         
Terrence W. Olson*   Trustee   November 4, 2025
Terrence W. Olson        
         
 
*An original power of attorney authorizing Paul Fusaro to execute this Registration Statement, and amendments thereto, for each of the trustees of the Registrant on whose behalf this Registration Statement were previously executed and filed as an exhibit hereto.

 

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INDEX TO EXHIBITS
(Bitwise Funds Trust N-14)

 

Exhibit No.   Exhibit
(12)   Tax Opinion and Consent of Chapman and Cutler LLP

 

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POS EX 0001928561 true No 0001928561 2025-11-04 2025-11-04 0001928561 dei:BusinessContactMember 2025-11-04 2025-11-04

Exhibit 12

 

  Chapman and Cutler LLP
320 South Canal Street, 27th Floor
Chicago, Illinois  60606
 
T 312.845.3000

 

October 24, 2025

 

Board of Trustees

Exchange Traded Concepts Trust

10900 Hefner Pointe Drive, Suite 400

Oklahoma City, Oklahoma 73120

 

Re:Agreement and Plan of Reorganization, dated as of the date hereof (the “Plan”), by Exchange Traded Concepts Trust (the “Trust”), on behalf of the Bitwise Crypto Industry Innovators ETF, a series of the Trust (the “Acquired Fund”), and the Bitwise Crypto Industry Innovators ETF, a series of the Bitwise Funds Trust (the “Acquiring Fund”); and (ii) Exchange Traded Concepts, LLC, solely in connection with the payment of expenses.  

 

Ladies and Gentlemen:

 

This opinion is furnished to you pursuant to the Plan. You have requested our opinion as to certain U.S. federal income tax consequences of the reorganizations of the Acquired Fund and Acquiring Fund that will consist of, pursuant to the Plan: (1) the transfer of all of the assets of the Acquired Fund to the Acquiring Fund in exchange for (i) shares of beneficial interests of the Acquiring Fund (“Acquiring Fund Shares”) and cash in lieu of fractional shares of the Acquiring Fund and (ii) the assumption of the liabilities of the Acquired Fund by the Acquiring Fund; (2) the distribution of the Acquiring Fund Shares and cash in lieu of fractional shares of the Acquiring Fund to the shareholders of the Acquired Fund; and (3) followed immediately by the complete liquidation of the Acquired Fund. The transactions described in (1) through (3) of the immediately preceding sentence, collectively, with respect to the Acquired Fund and the Acquiring Fund, are referred to herein as a “Reorganization.”

 

In rendering our opinion, we have reviewed and relied upon (a) the Plan, (b) certain representations concerning the Reorganization made to us in letters from the Trust dated as of the date hereof (the “Representation Letters”), (c) the Trust’s Registration Statement filed on Form N-14 (the “Registration Statement”), (d) all other documents, financial and other reports and corporate minutes that we deemed relevant or appropriate, and (e) such statutes, regulations, rulings and decisions as we deemed material with respect to this opinion. In our review, we have assumed the genuineness of all signatures, the capacity and authority of each party executing a document to so execute the document, the authenticity and completeness of all documents purporting to be originals (whether reviewed by us in original or copy form) and the conformity to the originals of all documents purporting to be copies (including electronic copies). We have also assumed that each agreement and other instrument reviewed by us is valid and binding on the party or parties thereto and is enforceable in accordance with its terms, and that there are no contracts, agreements, arrangements, or understandings, either written or oral, that are inconsistent with or that would materially alter the terms of the Plan or the other documents supplied to us. All terms used herein, unless otherwise defined, are used as defined in the Plan.

 

 

 

 

 

 

Board of Trustees of Exchange Traded Concepts Trust

October 24, 2025

Page 2

 

For purposes of our opinions, we have assumed (i) that all representations set forth in the in the Representation Letters will be true and correct in all material respects as of the Closing Date (and that any such representations made “to the best knowledge of,” “to the knowledge of,” “in the belief of,” or otherwise similarly qualified, are true and correct in all material respects without any such qualification) and (ii) that the Acquiring Fund and the Acquired Fund, as of the Closing Date of the Reorganization, satisfy and, following the Reorganization, the Acquiring Fund will continue to satisfy, the requirements of subchapter M of the Internal Revenue Code of 1986, as amended (the “Code”), for qualification as a regulated investment company (a “RIC”).

 

Based on the foregoing, and provided the Reorganization is carried out in accordance with the laws of the State of Delaware, the Plan and the Representation Letters, it is our opinion that with respect to the Reorganization:

 

1.       The acquisition by the Acquiring Fund of all of the assets of the Acquired Fund, as provided for in the Plan, in exchange for Acquiring Fund Shares (and cash in lieu of fractional shares, if any) and the assumption by the Acquiring Fund of all of the liabilities of the Acquired Fund, followed by the distribution by the Acquired Fund to its shareholders of the Acquiring Fund Shares (and cash in lieu of fractional shares, if any) in complete liquidation of the Acquired Fund, will qualify as a reorganization within the meaning of Section 368(a)(1) of the Code, and the Acquired Fund and the Acquiring Fund each will be a “party to a reorganization” within the meaning of Section 368(b) of the Code.

 

2.       No gain or loss will be recognized by the Acquired Fund upon the transfer of all of its assets to, and assumption of its liabilities by, the Acquiring Fund in exchange solely for Acquiring Fund Shares pursuant to Section 361(a) and Section 357(a) of the Code, except for (A) gain or loss that may be recognized on the transfer of “section 1256 contracts” as defined in Section 1256(b) of the Code, (B) gain that may be recognized on the transfer of stock in a “passive foreign investment company” as defined in Section 1297(a) of the Code, and (C) any other gain or loss that may be required to be recognized (i) as a result of the closing of the Acquired Fund’s taxable year or (ii) upon the transfer of an asset regardless of whether such transfer would otherwise be a non-recognition transaction under the Code.

 

3.        No gain or loss will be recognized by the Acquiring Fund upon the receipt by it of all of the assets of the Acquired Fund in exchange solely for the assumption of the liabilities of the Acquired Fund and issuance of the Acquiring Fund Shares pursuant to Section 1032(a) of the Code.

 

 

 

 

 

Board of Trustees of Exchange Traded Concepts Trust

October 24, 2025

Page 3

 

4.      No gain or loss will be recognized by the Acquired Fund upon the distribution of Acquiring Fund Shares by the Acquired Fund to shareholders of the Acquired Fund in complete liquidation (in pursuance of the Plan) of the Acquired Fund pursuant to Section 361(c)(1) of the Code.

 

5.       The tax basis of the assets of the Acquired Fund received by the Acquiring Fund will be the same as the tax basis of such assets in the hands of the Acquired Fund immediately prior to the transfer of such assets, increased by the amount of gain (or decreased by the amount of loss), if any, recognized by the Acquired Fund on the transfer pursuant to Section 362(b) of the Code.

 

6.       The holding periods of the assets of the Acquired Fund in the hands of the Acquiring Fund will include the periods during which such assets were held by the Acquired Fund pursuant to Section 1223(2) of the Code, other than assets with respect to which gain or loss is required to be recognized and except where investment activities of the Acquiring Fund have the effect of reducing or eliminating the holding period with respect to an asset.

 

7.       No gain or loss will be recognized by the shareholders of the Acquired Fund upon the exchange of all of their Acquired Fund shares solely for Acquiring Fund Shares (except with respect to cash, if any, received in lieu of fractional shares) pursuant to Section 354(a) of the Code.

 

8.       The aggregate tax basis of the Acquiring Fund Shares received by a shareholder of the Acquired Fund (including fractional shares to which the shareholder would be entitled but for the distribution of cash in lieu of fractional shares) will be the same as the aggregate tax basis of the Acquired Fund Shares exchanged therefor pursuant to Section 368(a)(1) of the Code.

 

9.      The holding period of the Acquiring Fund Shares received by a shareholder of the Acquired Fund will include the holding period of the Acquired Fund shares exchanged therefor, provided that the shareholder held the Acquired Fund shares as a capital asset on the date of the exchange pursuant to Section 1223(1) of the Code.

 

10.     The consummation of the Reorganization will not terminate the taxable year of the Acquired Fund. The part of the taxable year of the Acquired Fund before the Reorganization and the part of the taxable year of the Acquiring Fund after the Reorganization will constitute a single taxable year of the Acquiring Fund.

 

 

 

 

 

Board of Trustees of Exchange Traded Concepts Trust

October 24, 2025

Page 4

 

Notwithstanding the foregoing opinions, no opinion is expressed as to the effect of the Reorganization on the Acquired Fund, Acquiring Fund or any Acquired Fund shareholder with respect to any asset as to which unrealized gains and losses are required to be recognized for U.S. federal income tax purposes under a mark-to-market system of accounting.

 

Our opinions are limited solely to the Reorganization. This opinion letter expresses our views only as to U.S. federal income tax laws in effect as of the date hereof and does not address any other U.S. federal, or any state, local, or foreign, tax consequences of the Reorganization or any other action (including any taken in connection therewith). It represents our best legal judgment as to the matters addressed herein, but is not binding on the Internal Revenue Service or the courts. Accordingly, no assurance can be given that the opinions and analysis expressed herein, if contested, would be sustained by a court. Our opinion is based upon the Code, the applicable Treasury Regulations promulgated thereunder, the present position of the Internal Revenue Service as set forth in published revenue rulings and revenue procedures, present administrative positions of the Internal Revenue Service, and existing judicial decisions, all of which are subject to change either prospectively or retroactively. We do not undertake to make any continuing analysis of the facts or relevant law following the date of this letter.

 

Our opinions are conditioned upon the performance by the Trust on behalf of the Acquiring Fund and the Acquired Fund of their undertakings in the Plan and the Representation Letters.

 

Our opinions are being rendered to the Trust on behalf of the Acquiring Fund and the Acquired Fund, and may be relied upon only by the Trust, the Board of Trustees for the Trust, the Acquiring Fund, the Acquired Fund, and the shareholders of the Acquired Fund, and may not be relied upon by any other person or used for any other purpose without our express written consent.

 

We hereby consent to the references to our firm and the discussion of this opinion in the Registration Statement under the Proxy Statement/Prospectus heading Federal Tax Consequences. In giving this consent, we do not concede that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations promulgated thereunder. Further, we hereby consent to the filing of this opinion as an exhibit to the Registration Statement.

 

  Very truly yours,
   
  Chapman and Cutler llp
   
  /s/ Chapman and Cutler LLP